CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Marine Quinitric and Frédérique Sery-Kore, SCP Houda & Associés
9.4 Directors’ Duties Core Duties Directors must act loyally and in the corporate inter - est, and avoid entrenchment. Proportionality and Transparency Defensive measures should be proportionate and, where applicable, disclosed in accordance with mar - ket rules. 9.5 Directors’ Ability to “Just Say No” No Absolute Veto Directors do not have an unfettered ability to block a transaction. They can influence outcomes through recommendations, negotiations and exploring alter - natives, but transformative decisions typically rest with shareholders, subject to compliance with OHADA and market rules. M&A-related litigation is not structurally dominant in Côte d’Ivoire, but disputes can arise, particularly post- closing. Parties typically manage risk through due dili - gence, warranties/indemnities and dispute resolution clauses (often arbitration). 10.2 Stage of Deal Disputes most commonly arise post-closing (warran - ties/indemnities; undisclosed liabilities) and around price adjustments (earn-outs; completion accounts). 10.3 “Broken-Deal” Disputes COVID-19 Impact COVID-19 reinforced the importance of tailored mate - rial adverse effect (MAE)/material adverse change (MAC) clauses, force majeure and government-meas - ures risk allocation. Drafting Trends Parties increasingly use express inclusions/exclusions for pandemics and quantitative thresholds to reduce uncertainty over materiality. 10. Litigation 10.1 Frequency of Litigation General Position
Risk Management Such advice helps demonstrate diligence and mitigate directors’ exposure. 8.5 Conflicts of Interest Legal Framework Conflicts are addressed through OHADA duties (loy - alty/good faith) and, where relevant, regulated agree - ment procedures. Scrutiny in Practice Conflicts are most often scrutinised in disputes chal - lenging transaction fairness, alleging unequal treat - ment, side arrangements, non-disclosure or proce - dural irregularities. Hostile tender offers are legally permitted but remain rare in practice, notably due to concentrated share - holding structures and a preference for negotiated deals. 9.2 Directors’ Use of Defensive Measures Permissible Within Limits Directors may adopt defensive measures, but these are limited by OHADA duties, shareholder rights and (for listed companies) AMF-UMOA/BRVM transpar - Defensive measures are typically procedural and governance-based rather than complex financial defences. Listed Context Common actions include issuing a reasoned opin - ion and ensuring required notifications/disclosures are made to the regulator/market in line with regional rules. 9. Defensive Measures 9.1 Hostile Tender Offers Permissibility Versus Practice ency and market integrity requirements. 9.3 Common Defensive Measures Nature of Defences
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